By Seller and Shareholder. Seller and Shareholder recognize and acknowledge that they have and will have access to certain confidential information) of Seller that is included in the Assets (including, but not limited to, lists of customers, and costs and financial information) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of Purchaser. Seller and Shareholder agree that they will not disclose, and they will use their best efforts to prevent disclosure by any other Person of, any such confidential information to, nor any discussion of any of the terms of this Agreement with, any Person for any purpose or reason whatsoever, except to authorized representatives of Purchaser. Seller and Shareholder recognize and agree that violation of any of the agreements contained in this Section 12.6(a) will cause irreparable damage or injury to Purchaser, the exact amount of which may be impossible to ascertain, and that, for such reason, among others, Purchaser shall be entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such agreements. Such rights to any injunction shall be in addition to, and not in limitation of, any other rights and remedies Purchaser may have at law or in equity against Seller or Shareholder.
By Seller and Shareholder. Regardless of any investigation undertaken or made by Buyer or any of its advisors prior to the Closing Date, Seller and Shareholder shall, jointly and severally, indemnify, defend and hold harmless Buyer and its Affiliates, officers, directors, agents and employees (collectively, the "Buyer Indemnified Parties" and, individually, each a "Buyer Indemnified Party"), from and against any and all Claims (including, without limitation, Claims arising out of facts or circumstances that have occurred on or prior to the Closing Date, even though such Claim may not be filed or come to light until after the Closing Date), Litigation and/or Losses, which a Buyer Indemnified Party may sustain, suffer or incur, resulting from, related to, or arising out of:
(a) any misstatement of or omission from any representation of, or any breach of warranty by Seller and/or Shareholder contained in this Agreement, any of the Collateral Documents, any Schedule to this Agreement, any certificate or financial statement furnished or to be furnished by Seller and/or Shareholder to Buyer hereunder;
(b) any breach of any covenant, agreement or undertaking by Seller and/or Shareholder contained in this Agreement, any of the Collateral Documents, any Schedule to this Agreement, any certificate or financial statement furnished or to be furnished by Seller and/or Shareholder to Buyer hereunder;
(c) any Liabilities of Seller other than the Assumed Liabilities;
(d) any non-compliance with applicable Law relating to bulk sales, bulk transfers and the like or to fraudulent conveyances, fraudulent transfers, preferential transfers and the like by Seller; and
(e) any Claim or Court Order arising out of any of the foregoing even though such Claim or Court Order may not be filed, become final, or come to light until after the Closing Date.
By Seller and Shareholder. Subject to the terms and conditions of this Article 11, Seller and Shareholder, jointly and severally, hereby indemnify, defend and hold harmless Buyer, and its directors, officers, employees and controlled and controlling persons ("BUYER'S AFFILIATES"), from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's Affiliates or the business and assets transferred to Buyer pursuant to this Agreement, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of Seller or Shareholder contained in or made pursuant to this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection with the transactions contemplated hereby (regardless of whether such breach is deemed "material"); (b) the breach of any covenant of Seller or Shareholder contained in this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection with the transactions contemplated hereby (regardless of whether such breach is deemed "material"); (c) any Claim of or against Seller, the Purchased Assets or the business of Seller not specifically assumed by Buyer pursuant hereto and not covered by clause (d), or (d) any Claim for a Warranty Credit, but only to the extent that such Claim is not covered by insurance coverage of Buyer. As used in this Article 11, the term "CLAIM" shall include (a) all debts, liabilities and obligations; (b) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (c) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid.
By Seller and Shareholder. Seller and Shareholder shall indemnify, defend and hold harmless Purchaser and each of its officers, directors, employees, agents, successors and assigns (collectively the "Purchaser Group") from and against any and all costs, losses, Liabilities, damages, lawsuits, deficiencies, claims and expenses, including without limitation, penalties, costs of mitigation, clean-up or remedial action, reasonable attorneys' fees and all amounts paid to third parties in investigation, defense or settlement of any of the foregoing (collectively, the "Damages"), suffered by Purchaser, incurred in connection with, arising out of, resulting from or incident to (i) any breach of any covenant, representation, warranty or agreement or the inaccuracy of any representation, made by Seller in or pursuant to this Agreement and (ii) Liabilities that are not Assumed Liabilities.
By Seller and Shareholder. Seller and Shareholder, jointly and severally, agree to indemnify, reimburse and hold Buyer harmless against and from all losses, damages, costs, expenses and deficiencies suffered, incurred or sustained by Buyer, including reasonable attorneys' fees and expenses, as a result of the untruth of any representation or the breach of any warranty, covenant or agreement made by Seller and/or Shareholder in this Agreement or in any document, exhibit, agreement or certificate given in connection with this Agreement, and the untruth of any certificate required under this Agreement to be delivered by Seller and/or Shareholder at the Closing.
By Seller and Shareholder. Seller and Shareholder, jointly and severally, agree to indemnify, defend, release and hold Purchaser, its affiliates, subsidiaries or related companies, and their officers, directors, employees, representatives and agents, harmless from and against any and all damages, losses (including loss of goodwill and damage to reputation), penalties, interest obligations, Tax liabilities and other liabilities, claims, judgments, causes of action, deficiencies, costs and expenses (including reasonable attorneys' fees and other costs) (collectively, "Claims"), asserted against or incurred or required to be paid by Purchaser or any other indemnified person on account of or incident or pursuant to: (1) breach of any representation, warranty, covenant or agreement made by Seller or Shareholder in this Agreement or in any Contract or document delivered pursuant to or in connection with this Agreement; (2) the operation of Seller's business or the ownership, maintenance, use or operation of Seller's assets prior to the Closing; (3) the failure of Seller or Purchaser to comply with applicable bulk transfer laws, to the extent such failure causes Purchaser to be liable for liabilities of Seller other than the liabilities which Purchaser specifically assumes pursuant to this Agreement; and (4) any and all lawsuits against Seller or involving any of the assets of Seller which are based on a cause of action arising before the Closing Date.
By Seller and Shareholder. For a period of three (3) years after the Closing Date, the Seller and the Shareholder shall maintain all Books and Records possessed or to be possessed by the Seller and the Shareholder that relate to the Business prior to the Closing Date. The Seller and the Shareholder shall permit the Purchaser or its representatives and agents access, at the Purchaser's sole cost and expense, to all of such Books and Records upon reasonable prior written notice for any reasonable business purpose.
By Seller and Shareholder. Seller and Shareholder shall jointly and severally indemnify, save and hold harmless Buyer, its affiliates and subsidiaries, and its and their respective Representatives, from and against any and all costs, losses (including without limitation diminution in value), Taxes, liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including without limitation interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including without limitation any clean-up or remedial action), lost profits and other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation made by Seller or Shareholder in or pursuant to this Agreement; (ii) any breach of any covenant or agreement made by Seller or Shareholder in or pursuant to this Agreement; (iii) any Excluded Liability or (iv) any successor liability imposed upon Buyer by reason of Buyer's status as transferee of the Business or the Purchased Assets.
By Seller and Shareholder. From and after Closing, Seller and Shareholder will jointly and severally indemnify, defend and hold Buyer and its members, managers, employees, successors and assigns (collectively, “Buyer’s Indemnitees”) harmless of and from any and all damages, liabilities, losses, costs or expenses (including reasonable attorneys’ fees and fees or costs incurred in investigation) (collectively, “Losses”) incurred or suffered by Buyer’s Indemnitees which arise out of, result from or relate to: (i) any material breach by Seller or Shareholder or failure by Seller or Shareholder to perform, any representation, warranty, covenant or condition contained in or made pursuant to this Agreement; (ii) any liabilities or obligations of Seller, including the Non-Assumed Liabilities, that are not expressly assumed by Buyer pursuant to Section 2 of this Agreement; and (iii) the operation of the Business by Seller prior to the Closing.
By Seller and Shareholder. Subject to the limitations set forth in Section 8.5, Seller and Shareholder shall jointly and severally indemnify, defend and hold Buyer and its Affiliates harmless from and against any Losses, arising out of, resulting from or relating to (a) any breach of a representation or warranty of Seller and Shareholder in this Agreement; (b) failure of Seller or Shareholder to perform any provision or agreement to be performed by either of them pursuant to this Agreement; (c) any software product sold, or services provided by, Seller prior to the Closing; (d) any Liability or obligation of Seller other than the Assumed Liabilities; (e) any Excluded Asset; and (f) the operation of the Business and the ownership of the Purchased Assets prior to the Closing; provided, however, that Buyer may only recover once for Losses that could be recoverable as Losses resulting from or relating to more than one of the following subsections: 8.2(a) (“any breach of a representation or warranty of Seller and Shareholder in this Agreement”), 8.2(c) (“any software product sold, or services provided by, Seller prior to the Closing”), or 8.2(f) (“the operation of the Business and the ownership of the Purchased Assets prior to the Closing”). Pursuant to Section 8.6 below, Buyer shall have the right to offset any amounts owed to Buyer hereunder against any other amounts payable by Buyer to Seller or Shareholder.
